SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
ARCH Venture Fund X, L.P.

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2021
3. Issuer Name and Ticker or Trading Symbol
Verve Therapeutics, Inc. [ VERV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (4) (5) Common Stock 767,538 (4) I See Footnotes(1)(3)
Series A Convertible Preferred Stock (4) (5) Common Stock 767,538 (4) I See Footnotes(2)(3)
Series A-2 Convertible Preferred Stock (4) (5) Common Stock 486,866 (4) I See Footnotes(1)(3)
Series A-2 Convertible Preferred Stock (4) (5) Common Stock 486,867 (4) I See Footnotes(2)(3)
1. Name and Address of Reporting Person*
ARCH Venture Fund X, L.P.

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARCH Venture Fund X Overage, L.P.

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARCH Venture Partners X, L.P.

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARCH Venture Partners X Overage, L.P.

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARCH Venture Partners X, LLC

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CRANDELL KEITH

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NELSEN ROBERT

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Burow Kristina

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GILLIS STEVEN

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents shares held directly by ARCH Venture Fund X, L.P. (ARCH X). ARCH Venture Partners X, L.P. (AVP X LP) is the sole general partner of ARCH X.
2. Represents shares held directly by ARCH Venture Fund X Overage, L.P. (ARCH X Overage). ARCH Venture Partners X Overage, L.P. (AVP X Overage LP) is the sole general partner of ARCH X Overage.
3. ARCH Venture Partners X, LLC (AVP X LLC) is the sole general partner of each of AVP X LP and AVP X Overage LP. Keith Crandell, Kristina Burow and Steven Gillis are members of the investment committee of AVP X LLC (the AVP X Committee Members). AVP X LP and AVP X Overage LP may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, respectively, AVP X LLC may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, and each of the AVP X Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. AVP X LP, AVP X Overage LP, AVP X LLC, and the AVP X Committee Members each disclaim beneficial ownership except to the extent of any pecuniary interest therein.
4. The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-9.2595 basis immediately prior to the consummation of Issuer's initial public offering.
5. The expiration date is not relevant to the conversion of these securities.
Remarks:
Exhibit 24 - Power of Attorney. Exhibit 24.1 - Power of Attorney
/s/ ARCH Venture Fund X, L.P., By: ARCH Venture Partners X, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact 06/16/2021
/s/ ARCH Venture Fund X Overage, L.P., By: ARCH Venture Partners X Overage, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact 06/16/2021
/s/ ARCH Venture Partners X, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact 06/16/2021
/s/ ARCH Venture Partners X Overage, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact 06/16/2021
/s/ ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact 06/16/2021
/s/ Keith Crandell, By: Mark McDonnell, attorney in-fact 06/16/2021
/s/ Robert Nelsen, By: Mark McDonnell, attorney in-fact 06/16/2021
/s/ Kristina Burow, By: Mark McDonnell, attorney in-fact 06/16/2021
/s/ Steven Gillis, By: Mark McDonnell, attorney in-fact 06/16/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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